We will investigate the operation of associative memory processes in creating memory errors in free recall, including false memory and forgetting - errors of commission and omission, respectively - and their interplay. Our theoretical approach is implemented in a new large-scale computational model of semantic and episodic memory, fSAM, that has successfully simulated false recall in an associatively related word list paradigm. The model assumes that people use semantic associative information in a conjunctive way during encoding and retrieval, giving rise to high levels of intrusions of words that are semantically related to many studied words on a list, and, importantly, only a small number of other intrusions. We will test the model's predictions for new experiments and the generalizability of its mechanisms in simulating other false memory phenomena. We will also augment the model with mechanisms implementing theories of forgetting, and test the model's ability to simulate the effects of forgetting on false memory as well as on veridical memory. Relevance: This research bears on several issues relevant to mental health. Understanding the ways that memory distortions arise is critical in a clinical setting, for example, in psychotherapy, in which the goal is often to assess and ameliorate the impact of events occurring earlier in the patient's life. The effects of forgetting on memory distortion are particularly important in this endeavor, especially to the extent that false memories are more robust over time than are true memories. This research can also be applied to special populations, such as older adults, those suffering from dementia, and amnesics. Members of these populations have specific memory deficits that can affect the creation and duration of false memories, the capacity to forget information, and the impact of forgetting on false memories. [unreadable] [unreadable] [unreadable]